Note 14: Debt | 9 Months Ended |
Sep. 30, 2012 |
Notes | ' |
Note 14: Debt | ' |
NOTE 14: DEBT |
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Letters of Credit |
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The Company entered into a line of credit agreement with First National Bank of Gillette on November 12, 2010 to provide letters of credit to various agencies and entities for the bonding required to operate the Company’s methane wells. These letters of credit totaled $7,839,358, and any outstanding balances carry an interest rate of 1% over the U.S. Bank Denver Prime Rate. On April 15, 2011, the Company entered into an agreement with Zurich North America to provide fifty percent coverage on the outstanding bonding requirements. The letters of credit were subsequently reduced to $3,928,773. Any outstanding amounts and related interests are due on demand. The agreement is secured by the right of setoff against corporate depository account balances, a mortgage on certain real property, all improvements and equipment on certain well sites and including rights to future production, assignment of a life insurance policy on the Chief Operating Officer as well as personal guarantees of certain shareholders. There were no amounts outstanding on this agreement as of September 30, 2012 and December 31, 2011. |
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Lines of Credit |
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A summary of lines of credit outstanding is as follows: |
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| September 30, | | December 31, |
2012 | 2011 |
Current Portion | | | |
Amegy Bank (a) | $ 5,232,830 | | $ 6,000,000 |
First National Bank of Gillette (b) | 82,864 | | 225,439 |
Total Lines of Credit Current Portion | $ 5,315,694 | | $ 6,225,439 |
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All amounts related to our lines of credit have been classified as current liabilities on our consolidated balance sheet as the result of covenant violations. |
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(a) On November 19, 2010, the Company (through its wholly owned subsidiary CEP-M Purchase LLC) entered into a line of credit facility with Amegy Bank National Association (“Amegy”) for a revolving line of credit of up to $75,000,000. The facility is to be used to finance up to 60% of the Company’s oil and gas acquisitions, subject to approval by Amegy. The interest rate is based on LIBOR, the amount of the credit facility in use and other factors to determine the prevailing rate on outstanding principal balances (effective rate of 6.25% as of September 30, 2012). Outstanding principal balances and any related accrued interest was due on September 17, 2013 subject to mandatory prepayment terms per the agreement. The credit facility is secured by all assets of CEP-M Purchase LLC a mortgage on all proved and possible reserves as well as related well and gathering equipment. As of September 30, 2012, the outstanding principal balance was $5,232,830. This amount remains outstanding and past due. During the three months ended September 30, 2012 the principal balance of the note was reduced by $767,170 in connection with the execution of a transaction, termination and liquidation agreement whereby its hedging arrangement was terminated. (Note 16) As a component of the transaction and termination agreement Amegy received cash proceeds directly from the hedge which were credited to the outstanding principal balance. In connection therewith we recorded a realized loss on the settlement of the hedge in the amount of ($113,248). |
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The credit facility is subject to restrictive covenants, and as of September 30, 2012 and December 31, 2011, the Company was not in compliance with certain covenants including but not limited to: current ratio, leverage ratio and interest coverage ratio. The outstanding balance on the line of credit has been classified as a current liability as of September 30, 2012 and December 31, 2011 due to the failure to maintain compliance with these covenants. |
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(b) On November 29, 2010, the Company entered into an agreement with First National Bank of Gillette for a line of credit of up to $461,148. The line of credit bears an interest rate of 6% and is secured by the right of offset against corporate depository account balances. Terms include the requirement of a monthly payment of $20,400 and the principal becomes due on November 30, 2012. The outstanding balance on this line of credit as of September 30, 2012 was $82,864. This amount remains outstanding and past due. |
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Term Debt |
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A summary of term debt is as follows: |
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| September 30, | | December 31, |
2012 | 2011 |
Current Portion | | | |
US Bank (a) | $ 546,887 | | $ 659,107 |
Ford Motor Credit (b) | 23,675 | | 9,325 |
Trade Term Notes Various (c) | 932,746 | | 910,000 |
Total Current Portion | 1,503,308 | | 1,578,432 |
Debt Discount (c) | (835,893) | | - |
Current Portion, net | $ 667,415 | | $ 1,578,432 |
Related Party | | | |
Term Notes Related Party (e) | $ 393,949 | | $ 398,838 |
Miller Group (d) | 3,000,000 | | 3,000,000 |
Total Current Portion Related Party | $ 3,393,949 | | $ 3,398,838 |
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Long Term Portion | | | |
US Bank (a) | $ - | | $ 16,846 |
Ford Motor Credit (b) | - | | 20,641 |
Total Long Term Portion | $ - | | $ 37,487 |
Related Party | | | |
Miller Group (c) | - | | 3,000,000 |
Total Long Term Portion Related Party | $ - | | $ 3,000,000 |
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Total Term Debt | $ 4,061,364 | | $ 8,014,757 |
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Outstanding balances on term notes and related party notes are due: |
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2012 | $ | 4,061,364 | |
2013 | | - | |
2014 | | - | |
2015 | | - | |
2016 | | - | |
2017 | | - | |
Total | $ | 4,061,364 | |
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(a) On January 20, 2010, the Company entered into a term loan agreement with U.S. Bank of $1,200,000 with a maturity date of January 20, 2013. Payments are due monthly of $16,935 which include interest at 4.95% per annum. The agreement is secured by the right of offset against corporate depository accounts and is guaranteed by certain shareholders. This note is past due and remains outstanding. |
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(b) On March 11, 2010, the Company entered into a term loan agreement with Ford Motor Credit of $42,820 with a maturity date of March 31, 2015. Payments are due monthly of $871 which include interest at 7.99% per annum. The agreement is secured by a corporate vehicle. This note is past due and remains outstanding. |
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(c) Between April 2011 and March 2012, the Company entered into various term loan agreements. Included in various term notes were: |
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$735,000 of convertible notes payable issued in April and May, 2011. The notes bear interest of 15% per annum and matured on December 31, 2011. The initial terms of the notes allowed for conversion into shares of our common stock at $0.50 per share. Due to the conversion options, the Company recorded debt discounts totaling $734,989. The debt discount was fully accreted as of December 31, 2011. Prior to September 30, 2012, all but one of the convertible notes in the amount of $710,000 plus accrued interest and penalties were converted into 10,883,665 shares of common stock. Prior to the conversion, our board of directors approved for the conversion price to be reduced to between $0.0375 and $0.07 per share. The Company recognized losses of $172,118 as a result of the conversions. |
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As of September 30, 2012 $25,000 in principal remains outstanding related to the one convertible note still outstanding. |
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A $100,000 convertible promissory note was originated in October 2011. The note bears interest at 7% and maturing on October 4, 2012. The Note is convertible at a maximum rate of $25,000 every 30 days, into shares of the Company’s common stock based on 70% of the lowest two trading days VWAP, as defined in the terms of the agreement, for the five trading days prior to conversion. As of September 30, 2012 $10,463 in principal remains outstanding related to this note. Two conversions related to this note were recorded during the quarter ended September 30, 2012. A total of $45,537 in principal and $5,463 were converted into 1,800,000 shares of our common stock. We recorded losses in the amount of $37,181 during the quarter ended September 30, 2012 in connection with the conversions. |
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Two additional notes payable, totaling $200,000 issued in August 2011 with maturities of July through September 2011. Remaining principal balances as of September 30, 2012 and December 31, 2011 were $60,000 and $60,000 respectively. The remaining principal balance is past due, the notes payable bear interest at 0% per annum and are unsecured. |
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A secured convertible promissory note totaling $836,000 issued on March 9, 2012 maturing in September 2013 and bearing interest at 6% per annum. Payments of the greater of $103,125 or 1/8th of the principal balance plus accrued interest were due monthly beginning in September 2012. Due to the conversion features contained in the note, the Company recorded a debt discount totaling $836,000. The note was convertible into shares of the Company’s common stock at $0.05 per share. During the nine months ended September 30, 2012, accretion of the debt discount was $17. Conversion |
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(d) On November 18, 2011 the Company issued two $3,000,000 notes payable, totaling $6,000,000, to related parties in connection with the acquisition of Miller Fabrication. The notes bear interest at 0% and are due and payable on November 1, 2012 and November 1, 2013 respectively. The notes are convertible into shares of the Company’s common stock at a rate of 70% of the volume weighted average closing price of the Company’s common stock for the twenty days immediately preceding the conversion but not less than $0.30 per share and not more than $2.00 per share. Subsequent to December 31, 2011 the Company agreed to amend the Convertible Promissory Notes. The amendments reduced the conversion price to $0.05 for up to $2,700,000 of the original $6,000,000 in principal. Additionally, the Company amended the repayment terms of the notes. Subsequent to these amendments, principal related party exercised the amended conversion option whereby he converted $1,500,000 in principal into 30,000,000 shares of common stock, and a second related party converted $1,200,000 in principal into 24,000,000 shares of common stock. During the second quarter of 2012, certain related parties received $200,000 in cash payments towards the current portion of these notes. During the three months ended September 30, 2012 an additional cash payment of $100,000 was made, the remaining $3,000,000 is payable on November 1, 2013. This note is past due and remains outstanding. |
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(e) A total of $393,949 and $423,837 was owed to various related parties as of September 30, 2012 and December 31, 2011, respectively. Included in these related party notes are; |
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· A note payable in the amount of $135,682 bearing interest at 15% per annum. This note is past due and payable to Mike Hettinger a shareholder of the Company as of September 30, 2012. |
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· A note payable in the amount of $61,027 bearing interest at 0% per annum. This note is past due and payable to Jerri Hettinger a shareholder of the Company as of September 30, 2012 |
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· A note payable in the amount of $122,240 per annum bearing interest at 0% due and payable to Mark Hettinger a shareholder and former director of the Company as of December 31, 2012. |
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· A note payable in the amount of $50,000 bearing interest at 10%. This note is past due as and payable to Joe Hettinger a shareholder and former director of the Company as of September 30, 2012. |
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· A note payable in the amount of $25,000 bearing interest at 0% per annum. This note is past due and payable to a shareholder of the Company as of September 30, 2012. |